Doing Business In Ukraine

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LOGO Bctoms 150W

Website: www.bctoms.net

KYIV:
18/1 Prorizna Street
Suite 1
Kyiv
Ukraine 01034
Tel: +380 44 278-1000 / +380 44 490-6000
Fax: +380 44 278-6508
Email: kyiv@bctoms.net

 

LVIV:
10 Svobody Ave
Suite 8
Lviv
Ukraine
Tel: +380 32 235-6160
Email: bt@bctoms.net

 

LONDON:
2 London Wall Buildings
London Wall
London
UK, EC2M 5UU
Tel: +44 (207) 638-7711
Email: bt@bctoms.com

LONG-TERM UKRAINIAN EXPERIENCE AND HIGH LEVEL EXPERTISE

B. C. Toms & Co is a multinational law firm of Ukrainian and Western lawyers specialising in Ukrainian law. We were the first western law firm to open a Kyiv office, having focused our practice on Ukraine at its independence in 1991 for two major multinational clients. For over 23 years, we have had a broad Ukrainian corporate, tax and litigation law practice. We have successfully handled the legal work for many of the largest commercial transactions, including major project financings and important lawsuits and arbitrations in Ukraine and are among the larger law firms in Ukraine.

Our Firm was founded by B. C. Toms, a lawyer with substantial previous experience practicing in the US and western as well as eastern Europe. He studied Soviet studies at university and law at Magdalene College, Cambridge University and Yale Law School, from which he graduated in 1975. At Yale, he was an editor of the Yale Law Journal. Prior to establishing the Firm, Mr. Toms was a partner in the London office of one of the largest US based multinational law firms. He has over 30 years of US and UK as well as Ukrainian legal practice. Our other western lawyers have similar backgrounds and our Ukrainian lawyers have all graduated from leading Ukrainian law schools, with excellent academic records and significant study or practice abroad, usually in the UK or US for one or two years on Chevening, Fulbright or Muskie Fellowships, before being trained in Ukrainian legal practice by our Firm. In Kyiv, our offices are located in a landmark building in the heart of the central business district. Our clients include many of the largest multi-national companies, banks and investment funds, as well as international and multinational organisations, foreign governments and their credit guarantee agencies, smaller companies focused on Ukraine and some significant individual investors.

 

A REPUTATION FOR THE HIGHEST QUALITY

We have a widely-known reputation in Ukraine for providing among the highest quality legal services. Our due diligence research, for example, traces title to assets once owned by the state back to the original state ownership, often back to Soviet times, without stopping after three years and relying on the Ukrainian statute of limitations period that is so often ignored in practice in litigation by Ukrainian courts. We carefully check the law as it was when each relevant document was executed, the authority then existing of each signatory, etc.

These practices and the others that we follow are not often systematically followed in Ukraine, which has led to major litigation challenging many western investments, especially in the energy, agriculture and real property sectors. Likewise, we draft contract terms based on our over 23 years of experience in Ukraine to address the many problems in contract law that are uniquely Ukrainian.

 

WESTERN EXPERTISE - UKRAINIAN FOCUS

We combine the best western expertise with leading specialist knowledge of Ukrainian law. Unlike most western firms, we focus on Ukraine. As appropriate, we handle transactions involving different languages as well as different laws and cultures. Lawyers in our Firm are fluent in Ukrainian, Russian, English, French, German, Polish, Italian and Spanish.

We have written numerous books and articles on Ukrainian law, and are the principal author of the books "Doing Business with Ukraine" (ICC) and "The Law of Ukraine". Mr. Toms is the editor for Ukraine for the International Energy Law Review, the International Financial Law Review (IFLR) and the Journal of International Banking Law. Many of the articles that we have written can be found on our website.

 

WE CAN LITIGATE TO BACK-UP OUR ADVICE

We have one of the most successful litigation practices in Ukraine, including in appellate and cassation practice and in particular, before the High Commercial Court of Ukraine and the Supreme Court of Ukraine. In recent years, for example, we have succeeded in obtaining the removal of over USD $25 million in tax and customs claims against western companies and their Ukrainian subsidiaries and affiliates. We have also recovered over USD $60 million in real estate that was improperly seized in litigation by 'corporate raiders' abusing the legal system against major Western investment funds. Given the many legal loopholes and problems with Ukrainian legislation, as it has developed from the Soviet period to respond to the present needs of a market economy, it is essential in Ukraine for any significant investment not just to have legal documentation and advice of the highest quality, but also to be able to rely on this advice in the event of a dispute. Our advice is backed up by our litigation and arbitration capability and reputation for prevailing.

 

THE PRINCIPAL AREAS OF LEGAL PRACTICE OF OUR FIRM INCLUDE:

  • agricultural law, including for development of large-scale farming businesses and all legal aspects for agricultural operations

  • oil and gas and mineral law, including for exploration, development, production and sales as well as pipeline and refinery projects

  • commercial transactions and trade law, including for the importation and export of goods

  • banking and securities law, including for loans and other bank financings and all types of trade finance, secured transactions

  • capital market transactions

  • project finance, including to create self-financing oil and gas and agricultural operations

  • tax and customs law including for international tax planning as well as tax litigation

  • corporate and investment law, including handling corporate acquisitions and other investments, as well as establishing subsidiaries and joint ventures

  • litigation and arbitration, including in all Ukrainian courts and under Ukrainian and all major international arbitral rules

  • environmental law, including to document Kyoto Protocol projects

  • anti-monopoly law, including to obtain approvals from the Anti-Monopoly Committee of Ukraine for acquisitions

  • real estate, including for acquisitions, sales and leasing of property and for the creation of commercial and residential property developments

  • construction law, including to obtain necessary permits and approvals and to handle claims

  • electricity regulation, including for the acquisition and operation of generation and distribution facilities

  • telecommunications and technology, including for acquisition of facilities

  • privatisation, including in particular in the energy and agricultural sectors

  • bankruptcy, insolvency and restructuring, including to acquire properties from bankrupt companies

  • labour and immigration, including to handle large scale redundancies and to obtain work permits for necessary expatriate employees

  • administrative law, including to challenge regulations or obtain their modification to meet business needs

  • franchising and distribution

  • intellectual property law, including to obtain patent and copyright registration and protect multinational brands in the food, beverage and other sectors against infringements

  • criminal law, including in particular for "white collar" criminal defense

 

GOVERNMENT RELATIONS PRACTICE

On behalf of our clients, we often intervene before government ministries and agencies as well as Parliamentary committees to assist to achieve results. We are also involved in legislation and legal reform. From time to time, our lawyers have acted and are currently acting, as special counsel to assist with various law reform projects, including to advise Parliamentary committees and ministries on government initiated law reform projects. We have recently acted, for example, as the legal advisor to the HIS-Cera Project, created by the Ministry of Energy to plan the development of Ukraine's resources and to the Ukrainian National Energy Strategy, which is the five-year plan for developing Ukraine's energy resources.

 

INFORMATION SERVICES

We can develop useful, practical information, as needed, to help guide our clients for their business in Ukraine, including to evaluate potential business partners and possible problems. This practical guidance can sometimes be essential to make the best use of our legal services.

 

DOCUMENTATION

Our Firm prepares, for example, loan agreements, corporate acquisition agreements, joint venture agreements, oil and gas joint activity agreements, production sharing and license agreements, construction contracts, project financing documentation, private placement and syndicated credit agreements, real estate purchase documentation (including for exchange transactions), leases and agency, distribution, franchise and licensing contracts. We can assist with practical commercial advice on how to set up a Ukrainian subsidiary or joint venture.

 

COMMITMENT TO OUR CLIENTS 
RESULT DIRECTED, TIMELY SERVICE

Our legal practice is based on our commitment to client service. We organise our practice in teams around our clients to respond to and understand fully each client's needs. We efficiently deliver timely work and keep clients regularly informed of our progress on a matter.

 

QUALITY

We are committed to quality. This has earned us a widely-known reputation for quality in Ukraine based on the consistently high quality of our work. We practice law in the same way as the best legal practices in London and New York, where our senior partner worked as an associate and then a partner in large multinational law firm practice for many years before coming to Ukraine. All of our work is appropriately supervised. Junior lawyers do not "train" without guidance on client assignments. Instead, we involve senior and junior lawyers so as to achieve the most cost-effective mix of expertise consistent with high quality legal services.

 

TEAMWORK

Our Firm practices law as one unified team, composed of the over-lapping teams that are responsible for particular clients and practice areas. We are not a collection of individual fiefdoms which happen to practice law at the same address, but rather a closely unified law firm developed through many years of practicing together.

 

INNOVATION

Ukraine's legal system contains many inconsistencies and other special problems resulting from its quick development, which make many types of transactions particularly difficult and can result in legal risks for transactions, including in particular for land and real estate ownership and leasing. We do not leave clients ignorant of these special problems and we do not just tell our clients what they cannot do. Instead, we pro-actively find innovative solutions for our clients. For most of the special legal risks presently inherent in Ukrainian legislation, we have already developed or can develop solutions. Over the years, starting in 1991, we have introduced in Ukraine many forms of documentation that have since become commonplace as well as created innovative litigation strategies. We can provide many examples of such solutions.

 

CONFIDENTIALITY

Often our clients bring to us extremely confidential matters, for which secrecy is essential for success. Everyone in our Firm is committed to the integrity of our practice and thus, to keeping each client's business completely confidential. We carefully protect this confidentiality, with measures such as 24 hour security services and strict control of access to our offices by third parties as well as special internet security.